Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Faraday Future Intelligent Electric Inc.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
74348Q108
(CUSIP Number)
|
Season Smart Limited C/O China Evergrande Group |
Baker McKenzie LLP Attn: Derek Liu Two Embarcadero Center, 11th Floor San Francisco, California 94111 Tel: +1 415 984 3841 |
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
August 24, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Season Smart Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
2
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: China Evergrande Group I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
3
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: New Garland Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
4
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Global Development Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
5
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Acelin Global Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
6
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Evergrande Health Industry Holdings Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
7
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: China Evergrande New Energy Vehicle Group Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
8
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Xin Xin (BVI) Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO |
9
| CUSIP No. | 74348Q108 |
| 1 |
NAMES OF REPORTING PERSON: Hui Ka Yan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY:
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Hong Kong Special Administrative Region, People's Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: -0- |
| 8 |
SHARED VOTING POWER: 66,494,117 shares of Class A Common Stock | |
| 9 |
SOLE DISPOSITIVE POWER: -0- | |
| 10 |
SHARED DISPOSITIVE POWER: 66,494,117 shares of Class A Common Stock |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 66,494,117 shares of Class A Common Stock |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.5% |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN |
10
EXPLANATORY NOTE
Reference is hereby made to the s tatement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Class A Common Stock of Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Issuer”) on August 1, 2022 (the “Original Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented as follows:
“On August 24, 2022, Season Smart delivered a letter to the Board of Directors of the Issuer (the “Board”), regarding the previously announced proposed special meeting of shareholders. The letter expressed Season Smart’s view that the Board should hold such special meeting expeditiously in order to resolve the Issuer’s ongoing governance disputes and supported the right of FF Top Holding LLC (“FF Top”) to remove its director nominees pursuant to the terms of its Shareholder Agreement with the Issuer. On September 10, 2022, Season Smart delivered a second letter to the Board, reiterating its support for holding the special meeting and reaffirming its views regarding the right of FF Top to remove its director nominees, including Sue Swenson and Brian Krolicki.
In light of the ongoing governance dispute between the Issuer and FF Top, Season Smart may from time to time deliver additional written communications to the Board to express its views in its capacity as a significant shareholder of the Company. Season Smart believes that such communications are vital for the preservation of the value of its interests in the Issuer.”
Item 7. Material to be Filed as Exhibit
Item 7 of Schedule 13D is hereby supplemented to include the following exhibits:
| Exhibit 3 | Letter from Season Smart to the Board, dated August 24, 2022. |
| Exhibit 4 | Letter from Season Smart to the Board, dated September 10, 2022. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 15, 2022
| Season Smart Limited | ||
| on behalf of itself and each other Reporting Person hereunder | ||
| By: | /s/ Qin Liyong | |
| Name: | Qin Liyong | |
| Title: | Director |